Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in request with respect thereof thereto is to be made against the Company under this Agreement, Indemnitee shall notify the Company of the commencement thereof; but the omission so failure by Indemnitee to notify the Company shall will not relieve it from the Company of any liability which it may have to IndemniteeIndemnitee under this Agreement or otherwise. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofas required herein:

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Indemnitee of notice of the commencement actual knowledge of any action, suit or proceeding, the Indemnitee shall, shall notify the Company thereof if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company under this Agreement; provided, notify that the failure of the Indemnitee to give such notice shall not relieve the Company of its obligations hereunder except to the commencement thereof; but the omission so to notify extent the Company shall not relieve it from any liability which it may have to Indemniteeis actually prejudiced by such failure. With respect to any such action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any claim or the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim for indemnity in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreementhereunder, notify the Company of the commencement thereofsuch commencement; but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedinga Claim which may involve an Indemnifiable Event, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to the Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which the Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit suit, or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; , but the omission to so to notify the Company shall Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Company of the commencement thereof:otherwise than under this Agreement.

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company of the commencement thereof; but the omission so . The failure to promptly notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:of the proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such proceeding as a result of such failure.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of receives notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company of the commencement thereof; but the omission so . The failure to notify the Company shall will relieve the Company from any liability hereunder to the extent the Company can show actual prejudice as a result of such failure, and will not relieve it the Company from any liability which it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by of Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee hereunder. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof:.

Notification and Defense of Claim. Promptly after After receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, the Indemnitee shall promptly notify the Company of the commencement thereof; but . The failure of the omission Indemnitee to so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Indemnitee other than under this Agreement. With respect to any such action, suit or proceeding as to of which the Indemnitee notifies the Company of the commencement thereofcommencement:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingproceeding which may constitute a Claim hereunder, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofwhereupon:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallProceeding, if a claim in respect thereof is to be made against the Company under this Agreement, the Indemnitee shall notify the Company of the commencement thereof; , but the delay or omission to so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemniteethe Indemnitee under this Agreement, except to the extent the Company is materially prejudiced by such delay or omission. With respect to any such action, suit or proceeding as to Proceeding of which the Indemnitee notifies the Company of the commencement thereofcommencement:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it the Company from any liability which it that the Company may have to IndemniteeIndemnitee under this Agreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreementagreement, notify the Company of the commencement thereof; but of the action. The omission so to notify the Company shall will not relieve the Company of liability under this agreement unless the Company is prejudiced by the omission, and will not relieve it from any other liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or suit, proceeding, inquiry or investigation, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; , but the omission so to notify the Company shall not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreementagreement, notify the Company of the commencement thereof; but of the action. The omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it the Company from any liability which that it may have to the Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it the Company from any liability which it that the Company may have to IndemniteeIndemnitee under this Agreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any action, suit or proceedingClaim which may involve an Indemnifiable Event, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company of the commencement thereofor threat thereof (including a brief description of the nature of, and facts underlying such, Claim); but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies under this Agreement unless the Company of the commencement thereof:is materially prejudiced by such omission or delay.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it the Company from any liability which it that the Company may have to Indemniteethe Indemnitee under this Agreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreementagreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:otherwise than under this agreement.

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission failure so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemnitee. With respect Indemnitee under this Agreement, unless and only to any such action, suit or proceeding as the extent that the failure to which Indemnitee notifies provide notice results in prejudice to the Company of the commencement thereof:Company.

Notification and Defense of Claim. Promptly after --------------------------------- receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to the Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemnitee. With Indemnitee otherwise than under this Agreement Wwith respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so . Indemnitee shall also provide to notify the Company shall not relieve it from any liability which it such information and cooperation as the Company may have reasonably require to Indemniteeassist in the defense of such action, suit, or proceeding. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereofCompany:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Company of the commencement thereof:: 

Notification and Defense of Claim. 6.1. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in with respect thereof thereto is to be made against the Company under this Agreement, notify the Company of the commencement thereofof the same; but the omission so failure by Indemnitee to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:commencement

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:otherwise than under this Agreement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee lndemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so . The failure of Indemnitee to notify the Company shall not relieve it from any liability which it may have to Indemniteeno effect on the obligations of the Company hereunder. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Company of the commencement thereofproceeding:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or suit, proceeding, inquiry or investigation, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it the Company from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Company of the commencement thereofgives notice:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of --------------------------------- notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so . The failure of Indemnitee to notify the Company shall not relieve it have no effect on the obligations of the Company hereunder except if, and only to the extent that, the Company suffers actual prejudice or loss resulting from any liability which it may have to Indemniteesuch failure. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Company of the commencement thereofproceeding:

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after (a) After receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if promptly after concluding that a claim in respect thereof is to may be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission failure so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemnitee. With respect Indemnitee under this Agreement, unless and only to any such action, suit or proceeding as the extent that the failure to which Indemnitee notifies provide notice results in prejudice to the Company of the commencement thereof:Company.